Form of Restricted Stock Award Agreement

Exhibit 10.4


FORM OF RESTRICTED STOCK AWARD AGREEMENT

LOCKHEED MARTIN CORPORATION 2003 INCENTIVE PERFORMANCE AWARD PLAN

Award Date: [insert date] 1


THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING

SECURITIES THAT HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933


Date

Name

Address

City

Dear [Name]:


The Stock Option Subcommittee of the Board of Directors (" Subcommittee" ) has awarded shares of Lockheed Martin Corporation common stock, par value $1.00 per share, (" Stock" ) to you under the Lockheed Martin Corporation 2003 Incentive Performance Award Plan (" Plan" ) in the form of Restricted Stock. The term " Restricted Stock" as used in this Award Agreement refers only to the Restricted Stock awarded to you under this Award Agreement.


This letter constitutes the Award Agreement and sets forth some of the terms and conditions of your award under the Plan, as determined by the Subcommittee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. You will receive the Prospectus in the near future and should retain it in your records. In the event of a conflict between this Award Agreement and the Plan, the Plan document will control. Capitalized terms not defined in this Agreement will have the same meaning as ascribed to them in the Plan.


1. CONSIDERATION FOR AWARD


The consideration for the Restricted Stock is your continued service to the Corporation as a full time employee during the Restricted Period set forth below [and your execution of the Covenant Not To Compete (included as Addendum B to this Award Agreement)]. If you do not continue to perform services for the Corporation as a full time employee during the entire Restricted Period, your award will be forfeited in whole or in part.


2. CONDITIONS TO AWARD

If you desire to accept the Restricted Stock award, you must acknowledge your acceptance and receipt of this Award Agreement and the enclosures by signing the enclosed copy of this Award Agreement in the space provided and returning the copy to Ms. Lillian M. Trippett, Vice President and Corporate Secretary, Lockheed Martin Corporation, Mail Point 200-10, 6801 Rockledge Drive, Bethesda, Maryland 20817. [To accept the Restricted Stock award, 1 Items in brackets are features that vary among individual award agreements.


you must also sign and return the attached Covenant Not To Compete contained in Addendum B.] A return envelope is provided for your convenience.


For your acceptance to be effective and for the award to be enforceable, you must return your signed acknowledgment [and Covenant Not To Compete (Addendum B)] by [Date]. If the signed Award Letter [and Covenant Not To Compete are] [is] not received by midnight (EST) on [Date], this Restricted Stock award will be void and of no effect and the shares that would have been issued pursuant to the award will remain available for future grants and awards under the Plan.

Upon receipt of a signed copy of this Award Agreement [and Covenant Not To Compete (Addendum B)], the Corporation will issue a certificate in your name for the shares; however the Corporation will maintain custody of the shares until the Restricted Period ends or the shares are forfeited.

3. RIGHTS OF OWNERSHIP/RESTRICTIONS ON TRANSFER

Until the expiration or termination of the periods described in Section 4 below (the " Restricted Period" ), the Restricted Stock will be held in your name by the Corporation, and you will not be entitled to delivery of a certificate(s) representing the Restricted Stock. Nevertheless, subject to the forfeiture provisions described below, you will be the record owner of the Restricted Stock, will have the right to receive cash dividends on the Restricted Stock, will have the right to vote the Restricted Stock and will generally have the rights and privileges of a stockholder as to such Restricted Stock except that during the Restricted Period you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber the Restricted Stock. The Corporation may place a legend on the certificates representing the Restricted Stock indicating the existence of these restrictions.

Upon expiration or termination of the Restricted Period with respect to any particular shares, and subject to the forfeiture provisions set forth below, a certificate(s) evidencing the shares for which the restrictions have expired or terminated will be issued in your name (or other name(s) designated by you) and delivered to you. This certificate will not contain the restrictive legend referred to above although it may contain any other legend the Corporation determines is appropriate under the securities laws. At that time, the Corporation is required to collect the appropriate amount of federal, state and local taxes. In this regard, please see " Timing of Taxation and Withholding" below.


After the expiration or termination of the Restricted Period and the shares are delivered to you, you (or your designee(s)) will enjoy all of the rights and privileges associated with ownership of the shares including the right to encumber, sell or otherwise transfer the shares. You should note, however, that, while the shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the federal securities laws. Further, the Board of Directors expects you to retain a considerable portion of this grant since your participation as a proprietary owner of the Corporation conveys your commitment to the future development of the Corporation.

You have the right to designate a beneficiary (or beneficiaries) to receive your shares in the event of your death during the Restricted Period by completing the attached beneficiary designation form and returning it to the Corporate Secretary' s Office at the above address. If, at your death, a completed beneficiary designation form is not on file at the Corporate Secretary' s Office (or if your designated beneficiary predeceases you), your shares will be transferred to the personal representative of your estate. The beneficiary designation applies only to this grant of Restricted Stock.


4. RESTRICTED PERIOD/FORFEITURE/CHANGE IN CONTROL

Except as set forth below- or in the event of a Change in Control of the Corporation followed by certain other events as more particularly set forth in the attached Addendum A- all of your Restricted Stock will be forfeited and all of your rights to the Restricted Stock will cease without further obligation on the part of the Corporation unless you continue to provide services to the Corporation as a regular full-time employee of the Corporation until the expiration or termination of the Restricted Periods as set forth in the following paragraphs. The terms of Addendum A are incorporated as a part of this letter and, along with this letter will, upon your signature, constitute an agreement between you and Lockheed Martin Corporation.


The Restricted Stock granted hereunder will be divided into two categories and the Restricted Period with respect to each category will expire as follows:

(i) the restrictions on the first category of [three fifths/one-third] shares will expire on [three year anniversary of award date] if you continue to be employed as a regular full-time employee by the Corporation until that date; and

(ii) the restrictions on the second category of [two fifths/two-thirds] shares will expire on [five/four year anniversary of award date] if you continue to be employed as a regular full-time employee by the Corporation until that date.


Notwithstanding the foregoing, the Restricted Period will terminate immediately with respect to all of the Restricted Stock (and you or your beneficiary will be entitled to the shares free of the restrictions imposed under this Award Agreement) if on or after the six-month anniversary of the date of this Award Agreement:

(i) you are laid off or die while still employed by the Corporation as a full time employee; or

(ii) you become totally disabled as evidenced by commencement of benefits under the Corporation' s long-term disability plan applicable to Corporate Headquarters employees (or, if you are not a participant of the long term disability plan, when you would have been eligible for benefits using the standards set forth in that plan); or

(iii) the Corporation divests all or substantially all of a business operatio ...